SO. SAN FRANCISCO -- The City Council and Planning Commission got their first peek Wednesday at developers' proposed plan for a massive mixed-use complex known as "Terrabay Phase III" or the "North Peninsula Plaza."

Surprised by the substantial differences between this plan and the one initially proposed years ago by Myers Development Company, many council members and planning commissioners agreed that current plans bear a lot of potential for new jobs and additional city revenue.

Even so, they had many questions. After scrutinizing the three-dimensional model of the proposed mixed-use development, which boasts two massive high-rises -- one primarily for offices and the other for residential units -- parking, a child care center, performing arts center, valley trail, retail shops and a movie theater all linked by a "main street," council members and commissioners peppered the developers with questions.

Mayor Karyl Matsumoto asked the developers if they had secured commitments from potential retailers, while Vice Mayor Ray Green inquired about the previously discovered Indian shell mound.

Kazuko Morgan of Cushman & Wakefield responded that Borders, Barnes and Nobles, Williams Sonoma and restaurants such as Pasta Pomodoro have all expressed "strong interest" in the project.

Jack Myers, CEO of Myers Development, took on the latter question, explaining that the land, on which historic shell mounds were found, has been turned over to San Mateo County for protection and public use.

Myers also agreed to extend the soundwall promised to residents living near the Terrabay Phase II project after several residents complained that it is still not complete.

Antonio Rodriguez, for example, explained through a translator that the soundwall does not provide adequate protection.

He and others, such as teenagers Rebecca Camillo and Jessarela Orozco, also asked Myers to consider building a park for children who live in nearby Terrabay II.

Myers agreed to consider building one.

Building what he and architect Norman Garden of RTKL Associates described as a "classic and lasting" plaza, with landscaping and "a genuine sense of neighborhood," should begin by mid-2005.